9.2 Right of First Refusal

9.2.1
A Party that wishes to sell or otherwise transfer all or some of its Shares (the "Transferring
Party") shall first give notice (a "Transfer Notice") in writing thereof to the other Parties (the
"Receiving Parties"). The Transfer Notice shall include information on the prospective
purchaser (the “Transferee”) and the terms and conditions of the transfer, including the
number of Shares and the price per Share which shall be a cash amount.

9.2.2
The Receiving Parties shall within twenty (20) Business Days from the day of receipt of a
Transfer Notice (the “Acceptance Period”) notify the Transferring Party in writing whether the
offer is accepted or rejected. A Receiving Party who wishes to accept the offer shall be obliged
to accept to acquire all (and, for the avoidance of doubt, not a part) of the Shares offered to
the Receiving Parties for sale. If more than one Receiving Party has accepted the offer, the
Shares offered shall, to the extent possible, be divided between the Receiving Parties who
wish to exercise the offer pro rata to their then-current holdings of Shares. Any remaining
Shares which cannot be proportionally allocated shall be allocated through drawing of lots. If
a Receiving Party does not notify the Transferring Party within the Acceptance Period, such
Receiving Party shall be deemed to have rejected the offer. The purchase price shall be paid
by the accepting Receiving Parties in cash within twenty (20) Business Days after the expiry
of the Acceptance Period, whereupon title to the Shares will pass to the relevant Receiving
Parties, and the transfer will be noted in the Company’s share register.

9.2.3
If the Transferring Party has complied with the terms set forth above and the offer is rejected
or deemed rejected by all Receiving Parties, the Transferring Party shall promptly notify all
Receiving Parties thereof in writing and may then sell (always subject, however, to Section 9.3)
the offered Shares to the Transferee for a price per Share that is not lower than the price per
Share offered to the Receiving Parties or otherwise on terms more favourable than those
offered to the Receiving Parties, provided, however, that such Transferee will enter into the
Accession Undertaking simultaneously with its purchase of the offered Shares. Any transfer
to a Transferee in accordance with this Section 9.2.3 shall however be completed within forty
(40) Business Days after the Transfer Notice was sent; otherwise, the Transferring Party’s
right to sell the Shares to the Transferee shall lapse.

9.3 Tag-Along

9.3.1
In the event that one or several Transferring Parties wish to sell or otherwise transfer Shares,
and with the exception of transfers from Transferring Parties holding less than one (1) percent
of the then-current total number of Shares, to a Transferee (other than a sale pursuant to
Section 9.1.2 above), and provided that no Receiving Party has accepted the offer to acquire
those Shares pursuant to Sections 9.2.1-9.2.2 (if applicable), all Parties other than the
Transferring Party/Parties (the “Tag-Along Parties”) shall have the right to sell or otherwise
transfer their Shares on the same terms and conditions as the Transferring Party/Parties.

9.3.2
To exercise its right to participate, a Tag-Along Party shall send a notice to the Transferring
Party/Parties within twenty (20) Business Days from receipt of the notice from all Transferring
Parties (pursuant to Section 9.2.3) that no Receiving Party has accepted the offer to acquire
the relevant Shares pursuant to Section 9.2.2. To be valid, the notice of a Tag-Along Party
shall contain an unconditional and irrevocable undertaking to transfer its Shares at the
purchase price and pursuant to the other terms of the Transferee’s offer. If the Transferee
does not wish to buy all of the relevant Shares of the Transferring Party/Parties and the Tag-
Along Parties for the price and on the other terms and conditions set out in the offer(s), the
Transferring Party/Parties shall procure that the Transferee acquires the relevant Shares from
the Transferring Party/Parties and the Tag-Along Parties pro rata to their then-current holdings
of Shares. Any remaining Shares which cannot be proportionally allocated shall be allocated
through drawing of lots.

9.3.3
The Tag-Along Parties shall upon request from the Transferring Party/Parties execute the
same share transfer agreement as the Transferring Party/Parties no later than five (5)
Business Days from the notice.